Correspondence 0001445546-23-000087 from FT 10531 (CIK 0001951055)
FT 10531 (CIK 0001951055)
Date: Jan. 6, 2023 · CIK: 0001951055 · Accession: 0001445546-23-000087
AI Filing Summary & Sentiment
File numbers found in text: 333-268724
Letter
Division of Investment Management Re: FT 10531 Municipal Income ETF Portfolio, Series 6 (the “Trust”) CIK No. 1951055 File No. 333-268724
Dear Mr. Cowan:
We received your comments regarding the Registration Statement for the above captioned Trust. This letter serves to respond to your comments.
Comments
General
1.The Staff notes the disclosure states, “The valuation of the Securities has been determined by the Sponsor.” Please revise this disclosure consistent with Rule 2a-5(d), which, in the case of a UIT, requires the UIT’s trustee or the UIT’s depositor to conduct fair value determinations under the rule, or explain how the fair value determination by the Sponsor is consistent with this requirement.
Response:Rule 2a-5(d) provides, in part, “[i]f the fund is a unit investment trust . . . the fund’s trustee or depositor must carry out the requirements of paragraph (a) of this section.” The Trust notes that First Trust Portfolios L.P. is the Trust’s “Sponsor,” which is the term used in the Registration Statement to refer to the depositor. The Trust respectfully points the Staff to the cover page of the S-6 filing, which states that the name of the depositor is First Trust Portfolios L.P. The Trust confirms the disclosure throughout the Registration Statement is consistent with Rule 2a-5.
Portfolio
2.If the Trust will have material exposure to the municipal bonds issued by any jurisdiction experiencing financial distress, please identify that jurisdiction and add relevant risk disclosure.
Response:If, based on the Trust’s final portfolio, the Trust has material exposure to any jurisdictions experiencing financial distress, relevant disclosure will be added to the Trust’s prospectus.
3.The Staff notes the disclosure states, “The ETFs selected invest significantly in investment grade securities, substantially all of which are municipal bonds.” Please clarify that the Trust primarily invests in investment grade securities since “High-Yield Securities” is not listed as a principal risk factor.
Response:Although high-yield securities will not rise to the level of a principal investment, the Trust will have exposure to high-yield securities through the underlying ETFs held by the Trust. Accordingly, “High-Yield Securities” will be included in the “Non-Principal Risks” section. The Trust believes the disclosure, as currently presented, is accurate for investor comprehension.
We appreciate your prompt attention to this Registration Statement. If you have any questions or comments or would like to discuss our responses to your questions, please feel free to contact Brian D. Free at (312) 845-3017 or the undersigned at (312) 845-3721.
Very truly yours,
Chapman and Cutler llp
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Chapman and Cutler LLP
320 South Canal Street, 27th Floor
Chicago, Illinois 60606
T 312.845.3000
F 312.701.2361
www.chapman.com
January 6, 2023
Mark Cowan
U.S. Securities and Exchange Commission
Division of Investment Management
Disclosure Review Office
100 F Street, N.E.
Washington, D.C. 20549
Re:
FT 10531
Municipal Income ETF Portfolio, Series 6
(the “Trust”)
CIK No. 1951055 File No. 333-268724
Dear Mr. Cowan:
We received your comments
regarding the Registration Statement for the above captioned Trust. This letter serves to respond to your comments.
Comments
General
1.The
Staff notes the disclosure states, “The valuation of the Securities has been determined by the Sponsor.” Please revise this
disclosure consistent with Rule 2a-5(d), which, in the case of a UIT, requires the UIT’s trustee or the UIT’s depositor to
conduct fair value determinations under the rule, or explain how the fair value determination by the Sponsor is consistent with this requirement.
Response:Rule
2a-5(d) provides, in part, “[i]f the fund is a unit investment trust . . . the fund’s trustee or depositor must carry out
the requirements of paragraph (a) of this section.” The Trust notes that First Trust Portfolios L.P. is the Trust’s “Sponsor,”
which is the term used in the Registration Statement to refer to the depositor. The Trust respectfully points the Staff to the cover page
of the S-6 filing, which states that the name of the depositor is First Trust Portfolios L.P. The Trust confirms the disclosure throughout
the Registration Statement is consistent with Rule 2a-5.
Portfolio
2.If
the Trust will have material exposure to the municipal bonds issued by any jurisdiction experiencing financial distress, please identify
that jurisdiction and add relevant risk disclosure.
Response:If, based on the
Trust’s final portfolio, the Trust has material exposure to any jurisdictions experiencing financial distress, relevant disclosure
will be added to the Trust’s prospectus.
3.The
Staff notes the disclosure states, “The ETFs selected invest significantly in investment grade securities, substantially all of
which are municipal bonds.” Please clarify that the Trust primarily invests in investment grade securities since “High-Yield
Securities” is not listed as a principal risk factor.
Response:Although
high-yield securities will not rise to the level of a principal investment, the Trust will have exposure to high-yield securities through
the underlying ETFs held by the Trust. Accordingly, “High-Yield Securities” will be included in the “Non-Principal Risks”
section. The Trust believes the disclosure, as currently presented, is accurate for investor comprehension.
We appreciate your prompt attention
to this Registration Statement. If you have any questions or comments or would like to discuss our responses to your questions, please
feel free to contact Brian D. Free at (312) 845-3017 or the undersigned at (312) 845-3721.
Very truly yours,
Chapman and Cutler llp
By:
/s/ Daniel J. Fallon
Daniel J. Fallon